Exhibit
10.2

       

    

    AMENDMENT
NO. 1

     

    TO

     

    ESCROW
AGREEMENT

     

    This
AMENDMENT NO. 1 TO ESCROW AGREEMENT (this "Amendment") is entered into as of
December 15, 2009 by and among SMSA El Paso II Acquisition Corp, Inc., a Nevada
corporation (the “Company”), Michael Campbell, an individual residing in Tustin,
California (the “Escrowing Party”), Halter Financial Group, L.P., a Texas
limited partnership (“HFG”), and Securities Transfer Corporation, with its
principal offices located at 2591 Dallas Parkway, Suite 102, Frisco, TX 75034
(the “Escrow Agent”).

     

    RECITALS:

     

    WHEREAS,
the Company, the Escrowing Party, HFG and the Escrow Agent entered into that
certain Escrow Agreement, dated as of November 5, 2009 (the "Escrow
Agreement");

     

    WHEREAS,
pursuant to Section 10.2 of the Escrow Agreement, the Company, the Escrowing
Party, HFG and the Escrow Agent desire to amend the Escrow Agreement to extend
the Payment Date from December 15, 2009 until January 31, 2010;

     

    NOW,
THEREFORE, in consideration of the foregoing premises, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties to this Amendment, each intending to be legally bound,
hereby agree as follows:

     

    1.           Definitions.
Capitalized terms used but not defined in this Amendment shall have the
respective meanings ascribed to them in the Escrow Agreement.

     

    2.           Amendment to Escrow
Agreement.  The second recital of the Escrow Agreement is
hereby deleted in its entirety and replaced with the following:

     

    “WHEREAS,
pursuant to the terms of that certain Advisory Agreement, dated as of November
5, 2009, and entered into by the Company and HFG, a copy of which is attached
hereto as Exhibit “A”, the Company is
obligated to pay to HFG the amount of $250,000 (the “Fee”) on or before January 31,
2010 (the “Payment
Date”); and”

    


    3.           Full Force and
Effect. Except as expressly modified by this Amendment, all of the terms,
covenants, agreements, conditions and other provisions of the Escrow Agreement
shall remain in full force and effect in accordance with their respective terms.
As used in the Escrow Agreement, the terms "this Agreement", herein,
hereinafter, hereunder, hereto and words of similar import shall mean and refer
to, from and after the date hereof, unless the context otherwise requires, the
Escrow Agreement as amended by this Amendment.

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    4.           Counterparts. This
Amendment may be executed in a number of counterparts, by facsimile, each of
which shall be deemed to be an original as of those whose signature appears
thereon, and all of which shall together constitute one and the same
instrument.  This Amendment shall become binding when one or more of
the counterparts hereof, individually or taken together, are signed by all the
parties.

     

    IN
WITNESS WHEREOF, the parties have executed this Amendment No. 1 to Escrow
Agreement as of the date first written above.

     

    
      
        	
                ESCROW
      AGENT:

              
	 
      
	
                Securities
      Transfer Corporation

              
	 
      	 
      
	
                By:

              	
                /s/ Kevin B. Halter Jr.

              
	 
      	
                Kevin
      B. Halter Jr., President

              
	 
      
	
                HFG:

              
	 
      
	
                Halter
      Financial Group, L.P.

              
	 
      
	
                By:

              	
                /s/ Timothy P. Halter

              
	 
      	
                Timothy
      P. Halter, Chairman

              
	 
      
	
                COMPANY:

              
	 
      
	
                SMSA
      El Paso II Acquisition Corp.

              
	 
      
	
                By:

              	
                /s/ Michael Campbell

              
	 
      	
                Michael
      Campbell, President

              
	 
      	 
      
	
                ESCROWING
      PARTY:

              
	 
      
	
                By:

              	
                /s/ Michael Campbell

              
	 
      	
                Michael
      Campbell

              


      

    

     

    
      
         


      

      
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